The SC patients will be treated in accordance with ADA Clinical Practice Guidelines (2005), which will include at least 2 HbA1c tests, lipid profile, test for microalbuminuria, dilated retinal eye exam, complete foot exam and influenza immunization each year plus prescribed aspirin therapy, and a screen for readiness to stop smoking if they smoke. Smokers are encouraged to stop, using ADA recommendations in the Guidelines. In addition, each patient's physician will receive after baseline, 6 months and 1 year, a report including OGTT, insulin resistance, oxidative stress, inflammation, lipid profile, endothelial function, resting blood pressure, cardiac and vascular function, cardiac morphology, psychosocial functioning and health quality of life. Participants in the CALM-D condition will receive all of the above, but also 2 individual counseling sessions on (a) getting started, being active, losing weight and managing stress; and (b) negative thoughts and emotions including a discussion of ways to curb emotional eating. Following the 2 individual sessions there will be 2 weekly group sessions followed by 4 bi-weekly sessions and then 9 monthly sessions. Each session in CALM-D will be 1 hour long and will include deep breathing relaxation (5 min), homework review including medication adherence, activity level, and fat and caloric intake (10 min), session topics and homework assignment (45 min). The group topics include such issues as "Where's the Fat?/Three Ways to Eat Less Fat" and "Taking Your Medications/Stress and You." Although participants and interventionists will be aware of the patient's treatment assignment, all staff who collect, verify or classify end point data or follow-up assessments will be masked as much as possible.